EXHIBIT — FEES, BILLING, AFTER-HOURS MULTIPLIERS, AND CHARGEABLE ITEMS

This Exhibit (“FEES, BILLING, AFTER-HOURS MULTIPLIERS, AND CHARGEABLE ITEMS”) is incorporated into and governed by the Master Services Agreement (the “Agreement”) between Knox Technology (“Provider”) and the customer identified in the applicable Quote, Estimate, or Statement of Work (“Client”). Capitalized terms not defined in this Exhibit have the meanings set forth in the Agreement.

1. PER SEAT (PER USER)

Per-Seat Fees - Client will pay the monthly per-seat fees for the selected K360 plan(s) as set forth on the Order Form. The K360 offerings are per user/seat.

All K360 packages below include Knox Technology's SaaS security, including but not limited to: 

-inbound Spam

Included Data Backups (K365 User) — Retention & Pruning (Roll-Up) Schedule

Where Client’s selected K360 plan includes Data Backups for users/endpoints (delivered via Kaseya K365 User or successor service), backup recovery points are subject to an automatic retention, consolidation/roll-up, and pruning process designed to retain more granular restore points for recent dates and fewer restore points for older dates (the “GFS Schedule”).

Unless otherwise stated in a signed Order Form or SOW, the default GFS Schedule pruning is as follows:

1. Intra-daily (“hourly”) → Daily: For the first seven (7) days, intra-daily recovery points remain available. After seven (7) days, recovery points prune so that only one recovery point per day remains available (the last backup of each day).

2. Daily → Weekly: After fourteen (14) days, daily recovery points further prune so that only one recovery point per week remains available (the last backup of each week).

3. Weekly → Monthly: After forty-five (45) days, weekly recovery points prune so that only one recovery point per month remains available (typically an end-of-month point).

4. Monthly retention: Monthly recovery points prune on a rolling basis (oldest first) after one (1) year.

Synchronization safeguard. Retention/pruning will not remove recovery points that are pending successful synchronization/offsite transfer.

2. PER SERVER (SERVER BACKUP WITH DISASTER RECOVERY)

Per-Server Fees - Client will pay the monthly per-server fees for Server Backup with Disaster Recovery (“Server BCDR”) for each Protected System as set forth on the Order Form (per server).

Server BCDR — Retention & Pruning (Roll-Up) Schedule

Server BCDR recovery points are subject to an automatic retention, consolidation/roll-up, and pruning process under a GFS model.

Unless otherwise stated in a signed Order Form or SOW, Server BCDR Scheduled pruning is a as follows:

1. Intra-daily → Daily: For the first seven (7) days, intra-daily recovery points remain available. After seven (7) days, only the last backup of each day remains available (daily point).

2. Daily → Weekly: After fourteen (14) days, only the last backup of each week remains available (weekly point).

3. Weekly → Monthly: After forty-five (45) days, only one monthly recovery point remains available (typically an end-of-month point).

4. Monthly retention: Monthly recovery points prune on a rolling basis (oldest first) after one (1) year.

Synchronization safeguard. Retention/pruning will not remove recovery points that are pending successful synchronization/offsite transfer.

Disaster recovery usage. Where Server BCDR includes virtualization/compute for disaster recovery, such capability is intended for business continuity events and limited testing, and extended or non-emergency use may be restricted by applicable vendor terms/policies.

3. BILLING TIMING

Unless otherwise stated on the Order Form: recurring Per-Seat Fees and Per-Server Fees are billed monthly in advance; Non-Covered Services are billed monthly in arrears.

4. NON-COVERED SERVICES (TIME & MATERIALS) RATES

Unless a signed estimate or SOW states otherwise, Non-Covered Services are billed on a time-and-materials basis at Provider’s then-current rates:

• Remote Labor Rate: $150 / hour

• Onsite Labor Rate: $150 / hour

• Minimum Billing Increment: 30 minutes

• Travel / Mileage: IRS rate + tolls/parking (if applicable)

5. AFTER-HOURS MULTIPLIER

After-Hours Definition

“After-Hours” means weekends, holidays, and any time outside the Support Coverage Window for Client’s plan.

Rate Multiplier

After-Hours Remote & Onsite Support is billed at 1.5× the applicable hourly rate unless included by the plan or an SOW.

6. CHARGEABLE ITEMS

Backup Restoration (if designated chargeable)

Where plan materials designate “Data Backup Restoration” and/or “Server Backup Restoration / Disaster Recovery Restoration” as “chargeable,” such restoration work is billed as a chargeable Non-Covered Service unless expressly included in a signed SOW or Order Form.

Seeding / Bulk Cloud Retrieve (RoundTrip / Reverse RoundTrip or equivalents)

Physical seeding of large datasets to the cloud and/or bulk retrieval of large datasets from the cloud (and any associated devices, shipping, handling, or vendor fees) are chargeable/pass-through unless expressly included in writing.

Third-Party Fees

All third-party subscriptions/licensing (including Microsoft/Office subscriptions), vendor support fees, shipping, and taxes are pass-through charges unless expressly included in writing.

SOW REQUIREMENT FOR PROJECT WORK

Consistent with Terms of Service, any services not specifically listed as Included Services are billable project work and require a signed SOW prior to commencement, unless Provider begins work upon documented direction from an authorized Client representative (in which case time-and-materials rates apply).

7. PAYMENT TERMS

• Payment Terms: Net 15 days

• Late Charges: 2.5% per month (or maximum allowed by law) on past-due amounts

• Disputed Amounts: Client must dispute invoices in writing within 30 days of invoice date